Peter Jackson’s return to Middle Earth, this time focusing on Frodo’s uncle Bilbo undertaking his own adventure as a young man, is good enough, but “good enough” feels like an indictment when the original LOTR trilogy ranged from “very good” to “extraordinary”. The central problem in The Hobbit is one of bloat—the book is a fraction of the length of LOTR, yet Jackson has beefed up the movie version to match his three-hour-ish cuts of the Rings cycle. There are points in The Hobbit where you feel like you’re staring at a beached whale—it’s massive, it’s unmovable, it’s starting to stink. I watched the movie in the company of a friend who worked on it, and at one point I turned to him and whispered, “How did you make six more hours of this?” He had the grace to look a little embarrassed.

The flipside of that coin, though, are the times when the ponderous pacing and over-the-top grandiloquence of the film actually work really well. The stakes are less in The Hobbit—the entire world isn’t under threat this time, just the part of it where the dwarves live—so there’s less urgency and palpable fear, which means we’re a lot less strung out as we revisit the realms introduced in LOTR. The elf kingdom of Rivendell looks especially majestic and beautiful, with fascinating nooks and crannies tucked around every corner. The hobbit town, the Shire, is also given a more detailed look and it, too, is so richly realized you almost feel you could reach out and touch the grass.

All of this is aided by Jackson’s use of high frame rates (HFR), filming at a speed of forty-eight frames per second, as opposed to the usual twenty-four. 48 fps is closer to actual real-world movement, and as used in 3D, the HFR is very…clear. It’s kind of like watching a live theater performance that has been taped, or looking through the cleanest window ever. The experience is disorienting at first and it takes a few minutes for your eyes to adjust—not unlike the first time watching HDTV—but once you settle into it, it’s really not that big of a deal (it certainly won’t make you sick).

I didn’t outright hate the HFR, but I didn’t love it either. It worked best in the CG-rendered scenes, or with CG characters like Gollum and the dragon Smaug, making real photography and virtual photography practically indistinguishable, and it made the outdoor environments feel tangible, like that grass in the Shire. Indoors, though, it’s too patently fake, making everything look a little chintzy (even the best theater productions look cheap when filmed), if not outright ugly. The effect on human actors is particularly harsh—there are points where The Hobbit looks like the world’s most elaborate live action role play. But there is definite potential, particularly in those CG-heavy scenes, to see where HFR could be used to bridge the gap between built and green screen environments.

Most of the players from the Rings cycle are back—Ian McKellen, Hugo Weaving and Cate Blanchett chief among them—but, except for McKellen, their presences feel largely perfunctory. It wasn’t really necessary to pay so much lip service to the first trilogy. Just being in the same locations is enough of a call back. And I know fans of the book would freak if even one dwarf was excised for the sake of the narrative, but really, like nine dwarves could’ve been removed and you would not know the difference. There are simply too many of them—they’re basically just human props. Richard Armitage is the only one who makes any impression as disenfranchised king Thorin Oakenshield.

And then there’s Martin Freeman, who is, quite simply, astounding as Bilbo Baggins. Freeman is such a capable straight man that he’s often overshadowed by more gregarious co-stars—Cumberbatch, for one, or The Office’s Mackenzie Crook—and it took me a long time to see past his easy screen presence and recognize the talent fueling his performances. But The Hobbit is a showcase, needing no second look to see how good Freeman is as he swings from obstinate to lonely to determined to frightened to furious to defiant. His confrontation with Gollum is a stellar scene that makes everything that comes before it worth it. Martin Freeman proves he’s got the guts of a real leading man.

The Hobbit is too long and at times a little hard to look at, but fans of Tolkien and/or the first trilogy are bound to be thrilled with a return trip to Middle Earth (aka New Zealand, the dorkiest place on Earth). Everyone else can come for the HFR and stay for that Gollum/Bilbo throwdown.